Notice of the Annual General Meeting of CapMan Plc

Notice is given to the shareholders of CapMan Plc (“Company”) of the Annual General Meeting to be held on Thursday, 29 March, 2007 at 10:00 a.m. at Adams-sali, Erottajankatu 17 – 19, Helsinki, Finland. The registration of the attendees will commence at 9.00 a.m.

The matters specified in Article 12 of the Company’s Articles of Association as well as the following other matters will be on the agenda of the Meeting as follows:  

1. Distribution of the profit for the year, payment of dividend  

The Board of Directors has decided to propose to the Annual General Meeting a dividend for the fiscal year 2006 of EUR 0.12 per share. The dividend will be paid to shareholders recorded in the Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date, 3 April, 2007. The Board proposes that the dividend be paid on April 12, 2007.  

2. The composition of the Board of Directors  

Shareholders representing more than ten (10) per cent of the votes of the Company have informed the Board of Directors that they will propose to the Annual General Meeting that the number of members of the Board to be elected is six and that Tapio Hintikka, Lennart Jacobsson, Urban Jansson, Teuvo Salminen and Ari Tolppanen shall be re-elected and Sari Baldauf shall be elected as a new member to the Board of Directors of the Company for the next term of office until the closing of the following Annual General Meeting.  

3. Election of the auditor  

The external Auditor is elected by the shareholders at the Annual General Meeting for one fiscal year at a time. The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants, be re-elected as the auditor of the Company with Authorized Public Accountant Jan Holmberg as the auditor in charge and Authorized Public Accountant Terja Artimo shall be re-elected as the deputy auditor of the Company.  

4. Amendments to the Company’s Articles of Association  

The Board of Directors proposes amendments to the Articles of Association of the Company, the summary of which is the following:  

- 3 § (Minimum and maximum share capital) and 4 § (Nominal value of shares) to be removed. 

- 5 § (Book-entry system), section 1, to be amended to read: “The shares of the company are incorporated in the book-entry system of securities.” Other sections to be removed.  

-9 § (Signing for the company) to be amended to read: “The Managing Director and the Chairman of the Board of Directors, each alone, and two members of the Board of Directors jointly, are authorized to sign for and on behalf of the company. The Board of Directors may authorize other specifically named persons to sign for and on behalf of the company either any two of them jointly, or any one of them together with a member of the Board of Directors or with the Managing Director.”  

- 12 § (Annual General Meeting), section 1 to be amended to the effect that the Annual General Meeting of Shareholders shall be held annually no later than at the end of June, and the subsections 1-4 to be amended to make the agenda items of the Annual General meeting conform with the terminology in the new Companies Act.  

- 13 § (The notice to convene a General Meeting of Shareholders) to be amended as follows: “The notice of a General Meeting of Shareholders must be published in at least one (1) newspaper determined by the Board of Directors no earlier than three (3)  months and no later than seventeen (17) days prior to the General Meeting of Shareholders.”  

- 16§ (Obligation to purchase shares); The heading shall be amended and subsections regrouped.  A new first section to be added to the paragraph as follows: “Obligation to purchase shares" - To the extent that the provisions of the Finnish Securities Market Act are applicable to the obligation to purchase the shares of the company, such provisions of the Securities Market Act shall be followed. Otherwise, the provisions of this section 14.1 shall apply to the purchase obligation.”  

- 16§ (Obligation to purchase shares), section 2 shall be amended to read as follows: “When calculating the proportion of total shares and votes in the company held by the shareholder, the following shares shall also be included in his/her proportion of votes:               

1. the shares held by the shareholder and by entities and foundations controlled by him as well as shares held by their pension foundations and pension funds,               
2. the shares held by the shareholder or other entity or foundation referred to above under 1, as well as               
3. the shares held by other natural persons, entities and foundations that act in concert with the shareholder in order to exercise control in the company.” 

- 16.1 § (Purchase Price), a new second section to be included: “If the share is not subject to public trading at the moment when the purchase obligation arises, the purchase price shall be determined according to paragraphs 14.2.1 and 14.2.2 below. Otherwise, the purchase price of the share shall be determined pursuant to the provisions of the Securities Markets Act regarding the consideration applicable in a mandatory bid.”  

- 16.1.1§ (Purchase price of an A share, if the share is not subject to public trade) to  be moved to form a new subsection 14.2.1 (Purchase price of an A share). The provision in the subsection regarding the price of the B-share to be amended to read: “------- 2)  if the B share is subject to public trading; the price of the B share, to be determined calculated pursuant to the provisions of the Securities Markets Act regarding the consideration applicable in  a mandatory bid.  

-16.1.2 § (Purchase price of an A share, if the share is quoted) to be removed.  

-16.1.4 § (16.1.4 Purchase price of a B share, if the share is quoted) to be removed.  

-16.2 § (General regulations applying to share classes in relation to other securities, which can be redeemed) shall be amended to read: “Other securities, which entitle to the shares of the company" - Where a purchase obligation arises with regard to other securities, which entitle to shares of the company, the purchase obligation and the applicable purchase price shall be determined according to the terms and conditions provisions applicable to the security in question.  In the absence of such provisions, the purchase price shall be determined by the company’s Board of Directors on the basis of the purchase price applicable to the corresponding shares of the company.    

- 16.3 (Purchase procedure); a new section to be included: “To the extent that the provisions of the Finnish Securities Market Act are applicable to the purchase obligation, the provisions of the Securities Market Act shall be followed in the process of purchase obligation. Otherwise, the provisions of this Section 14.4 shall apply to the process of purchase obligation.”     The numbering of §§ 5 through 18, the numbering of subsections of § 16 and the cross-references in the various paragraphs to change as required by the substantive amendments referred to above.     

5. Proposal by the Board of Directors to authorize the Board of Directors to resolve to issue shares, stock options and other entitlements to the Company’s shares.  

The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to issue either newly issued shares or reissue existing B-shares of the Company, as well as to issue stock options and other entitlements to B-shares referred to in the Finnish Companies Act chapter 10, paragraph 1. It is proposed that the authorization be used to finance and to carry out acquisitions or other business transactions and the Company’s investments, or employee incentive plans.  

It is proposed that the authorization would amount to the maximum of 20,000,000 B-shares of the Company.  

It is proposed that the Board be authorized to disapply the shareholders' pre-emptive rights to the Company’s shares provided that from the Company's perspective important financial grounds exist pursuant to the Finnish Companies Act. The authorization is proposed to include the right to resolve to issue shares without a subscription price under the condition that particularly important financial grounds exist pursuant to the Finnish Companies Act. The Board may also resolve to issue shares to the Company without a subscription price.  

It is proposed that the authorization include the right for the Board of Directors to determine the terms and conditions of the issue and re-issue of shares, share option rights and other entitlements referred to in the Finnish Companies Act, chapter 10, paragraph 1, as well as to determine other matters pertaining to these actions in accordance with the Finnish Companies Act.  

It is proposed that the authorization shall expire on 30 June, 2008.  

6. Proposal by the Board of Directors to authorise the Board of Directors to resolve to repurchase the Company’s shares  

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to repurchase the Company's own B-shares. It is proposed that the authorization would amount to the maximum of 8,000,000 B-shares of the Company.  

The repurchase of shares will be carried out by using the Company’s unrestricted shareholders equity, whereby the repurchases will reduce funds available for the distribution of profits.  

The repurchases will be carried out through public trading on the Helsinki Stock Exchange, whereby the shares will be repurchased in another proportion than according to the holdings of the shareholders. The repurchase price must be based on the market price of the Company’s shares in public trading.  

It is proposed that the authorization shall expire on 30 June, 2008.  

7. Proposal to approve the recording of the share subscription prices pertaining to the Company’s outstanding stock option rights in the Company’s invested unrestricted shareholders equity.  
The Board of Directors proposes for shareholders’ approval that the share subscription prices to be accrued from share subscriptions pertaining to the Company’s stock option plans, be recorded in the Company’s unrestricted shareholders equity. The General Meetings of shareholders of the Company have approved the two stock option plans on 29 August, 2000 and on 9 April, 2003 respectively.  

Annual Accounts and proposals by the Board of Directors  
The proposals of the Board of Directors for the Annual General Meeting are available on the company’s internet website as of February 14, 2007 at the address www.capman.com/InvestorRelations/AnnualGeneralMeetings.  Shareholders will upon request receive a hard copy of the proposals of the Board of Directors. The documents will also be available at the Meeting.  

The Company’s Annual Report for the year 2006 will be made available on the Company’s internet website when completed. The Company will also send a hard copy of the Annual Report to the shareholders to the address available to the Company.  

Right to attend and right to vote at the Meeting 
In order to attend and exercise voting rights in the Meeting, a shareholder is required to    
a) be registered in the shareholder’s register held by the Finnish Central Securities Depositary Ltd. on Monday 19 March 2007 (Holders of nominee registered shares are required to ensure their temporary registration in the shareholder’s register as of the same date in order to be entitled to exercise their voting right), and
b) notify the Company of his or her attendance no later than 23 March 2007 following the procedure described below.  

Prior notice to attend the Meeting 
Shareholders who wish to attend the Meeting must notify the Company of their intention no later than 23 March 2007 by 4:00 p.m. (Helsinki time).   The notice of attendance can be given in any of the following ways:  
a)  by delivering a written notice to the Company (Korkeavuorenkatu 32, 00130 Helsinki);
b)  over the internet at www.capman.com/En/InvestorRelations/AnnualGeneralMeetings;
c)  by telephone to Tiina Oikarainen, telephone number +358 9 6155 8319 or Minna Lyijynen, telephone number +358 9 6155 8384;
d)  by e-mail to tiina.oikarainen@capman.com or
e)  by fax, fax number +358 9 6155 8330.    

The notification over the Internet, by mail or by fax must reach the Company before the close of the notification period, no later than Friday, 23 March, 2007 at 4.00 p.m. (Helsinki time).  

Advance delivery of powers of attorney  
Shareholders may use an authorized representative, i.e. a proxy at the Meeting. The authorised representative must present a dated power of attorney and deliver it to the company before the close of the notification period, no later than Friday, 23 March, 2007 at 4.00 p.m. (Helsinki time).  

Shareholders’ questions  
A shareholder, who wishes to present questions to the Board of Directors or to the Managing Director, is welcome to do so prior to the Annual General Meeting in writing, in connection with sending the notification of attendance by E-mail or through the Internet. Questions can  also be presented at the Meeting.    

Helsinki, 2 February, 2007    

CapMan Plc  

Board of Directors